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Mauritius Global Business Company Category2

Mauritius GBC2


Mauritius GBC2 SetupMauritius is a sub-tropical volcanic island situated in the Indian Ocean, approximately 2400 kilometres off the South East Coast of Africa and covers an area of 1,865 square kilometres. The population of the island is approximately 1.1 million comprising of people of Indian, African, European and Chinese origin. Due to its past history as a colony of both France and Britain, this population is largely bilingual in English and French. The official language is English while "Creole" is widely spoken in the island.

The Republic of Mauritius is a Westminster style democracy headed by an appointed President. The President is the Head of State and commander in chief. The sixty members of Parliament are elected every five years by popular vote. Parliament is the legislative authority in Mauritius and is headed by the Prime Minister who is the Head of Government.

Mauritius is one of the few countries with a hybrid legal system based on English and French law. The procedural law both in criminal and civil litigation is mainly English whilst the substantial law is mainly based on the French Napoleonic code. The company law is modeled on the English law. The highest court of appeal is the Privy Council in England.

GBC2 Companies

In 1992 a regulatory body entitled the Mauritius Offshore Business Activities Authority (MOBAA) was established to license offshore entities and enhance the credibility of the offshore section. This has now been replaced by the Financial Services Commission.

The regulatory framework has recently been updated and GBC2 companies are now governed by the Companies Act 2001 ("the Companies Act") and the Financial Services Development Act 2001 ("the FSD Act").

GBC2 companies have the following characteristics:

Shareholders: A Mauritius GBC2 must have a minimum of one shareholder who may be corporate or individual. Bearer shares are not permitted. A register of members will need to be maintained by the company but only shareholders have a right of inspection. No public access to this information is permitted. The registrar will need to be notified of a new issue of shares within 14 days of the date of issue. GBC2 companies may issue 'par value' as well as 'no par value' and fractional shares. Par value shares may be stated in more than one currency.

Directors: A GBC2 company shall have at least 1 director who need not be ordinarily resident in Mauritius. Furthermore, the director is not required to be a natural person, another corporate entity being permitted to take on the role of director. A register of directors has to be kept by the company, to which only shareholders have a right of inspection. There is no public access to this information. Any change in the register of directors must be notified to the registrar of companies within 28 days of the date of such change.

Officers/Secretary: A company secretary is not a requirement under the Act, but a secretary is normally appointed to facilitate signing obligations.

Restriction on Name & Activity: The following words cannot be used in English or any other language: Authority, Bank, Chamber of Commerce, Chartered, Cooperative, Fund, Government, Insurance, Investment or Management Services, Mauritius, Municipal, National, Regional, Presidential, Republic or State. Names should end with Limited or Corporation.

Local Requirement: As a matter of local company law, the company must maintain a registered office address within Mauritius and must also appoint a Mauritian resident as a registered agent. We would generally provide these services as part of the domiciliary service fee.

Registration of Charge: According to the Companies Act 2001, every company shall within 28 days of the creation of any charge, file with the registrar, a statement of the particulars of the charge.

Timescale: Incorporation can be achieved within 48 hours. However it does take a few days for documents to arrive from Mauritius. We do keep ready-made companies in stock available for immediate purchase.

Reporting: Companies holding a category2 Global Business Licence are required to maintain financial statements to reflect their financial position. Annual accounts must be filed with the authorities within six months of the balance sheet date.

Taxation: A Company holding a Category 2 Global Business License does not pay any tax. However if a GBC 2 company is paying a director fee to a non-Mauritius resident director, then 15% of that amount has to be withhold by the company and paid to the MRA (local authority of Mauritius).
Also, GBC2 Cos. are non-resident companies and hence not entitled to tax residency certificate and also can not avail benefits under any Double Tax Avoidance Agreements.

Confidentiality: Details of Beneficial Ownership are not available to the public records.

Company Renewal: Renewals for Mauritius GB2 companies to be done before 30th of June irrespective of date of incorporation. In case of late renewal, government and service charges shall be applicable for late payment of it’s annual license.
Financial summary of the company along with the latest valid passport copy and recent utility bill for address proof of shareholder/director are required to be submitted at every renewal as a part of enhanced due diligence. If shareholder is a corporate entity, then latest certificate of incumbency and above stated docs of directors would be required.

Documents Required:
KYC Documents for individual Director/Shareholder

  • Passport copy
  • Proof of address (dated less than 3 months)
  • Bank reference (dated less than 3 months with satisfactory record clearly mentioned and also the time period the client has been dealing with the bank: minimum of 2 yrs)
  • Detailed CV
  • Professional reference

KYC for Corporate Director/Shareholder

  • Certificate of incorporation
  • Registered address and place of business
  • Certificate of current standing if incorporated more than 1 year
  • Register of Directors
  • Register of Shareholders
  • Financial statements
  • Memorandum & Articles of Association

Whilst every effort has been made to ensure that the details contained herein are correct and up-to-date, it does not constitute legal, tax or other professional advice. We do not accept any responsibility, legal or otherwise, for any errors or omissions.